Customer Terms of Service

Effective: January 1, 2020

This Customer Terms of Service (the "Agreement") is between Paser LLC, (“Paser”) and the organization agreeing to these terms ("Customer", “You”). This Agreement governs access to and use of the Services and Beta Services. By signing your contract for the Services, or using the Services, you agree to this Agreement as a Customer.

To the extent that Paser is, on behalf of the Customer, Processing Customer Data that is subject to EU Data Protection Laws, you are also agreeing to the Data Processing Agreement and EU Standard Contractual Clauses, defined below, with Paser Company for the transfer of Personal Data to processors.

If you are agreeing to this Agreement and, if applicable, the Data Processing Agreement, for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to these terms, otherwise, you must not sign up for the Services.

1. Services

a. Provision. The Agreement governs access to, and use of, the Services and Software. Customer and End Users may access and use the Services in accordance with the Agreement.

b. Modifications. Paser may update the Services from time to time, including by adding or deleting features and functions, in an effort to improve your experience. Paser may notify Administrators or End Users of the new features via email, provided that an option to unsubscribe from receiving such emails will be available to any potential recipient.

c. Software.

i. Generally. Some of the Services allow Customer and End Users to download Software that may update automatically. If any component of the Software is offered under an open-source license, Paser will make the license available to Customer and to the extent the provisions of that license grant Customer additional rights, those provisions will expressly override some terms of the Agreement with respect to that component of the Software.

ii. Service Types. We offer two main types of Services: (1) Full-Service Subscriptions, (2) Free Subscriptions. There are different terms that apply depending on the subscription you use, and we cover those differences in this section. Unless otherwise agreed to in an Invoice, the following subscription types apply to the products specified:

- Full-Service Subscriptions: Starter, Enterprise, Professional.

- Free Subscriptions: Service for which Customer does not pay Paser a Fee.

iii. License. Paser hereby grants to Customer during the Term a limited non-exclusive license to use the Software solely in connection with the Services and in accordance with the Agreement. This license is non-transferable (subject to Section 14.h), irrevocable (except as set forth in Section 9), non-sublicensable, and will be fully paid up upon Customer's payment of the Fees for Full-Service Subscriptions.

2. Customer Obligations

a. Customer Administration of the Services. Customer may specify End Users as Administrators, including through multiple tiers of Administrators. Administrators may be able to: (a) access, disclose, restrict or remove Customer Data in or from End User Accounts; and (b) monitor, restrict, or terminate access to End User Accounts. The End User Accounts Administrators may manage as described in the preceding sentence may include End User Accounts of lower-tier Administrators. Customer is responsible for maintaining the confidentiality of passwords and Admin Accounts and managing access to Admin Accounts. Paser’s responsibilities do not extend to the internal management or administration of the Services for Customer.

b. Unauthorized Use or Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of or access to the Services. The Services are not intended for End Users under the age of 13 or 20 years of age if you are subject to the laws of Japan. Customer will ensure that it does not allow any person under 13 or 20 accordingly to use the Services. Customer will promptly notify Paser of any unauthorized use of or access to the Services.

c. Restrictions. Customer will not: (a) sell, resell, or lease the Services or Software; (b) use the Services or Software for activities where use or failure of the Services or Software could lead to physical damage, death, or personal injury; (c) reverse engineer the Services or Software, or attempt or assist anyone else to do so, unless this restriction is prohibited by law; (d) use the Services or Software, including the export or re-export of Customer Data, in violation of Export Control Laws; (e) violate or circumvent any Service Limits of the Services or otherwise configure the Services to avoid Service Limits.

d. Compliance

i. Generally. Customer will comply with laws and regulations applicable to Customer's use of the Services. Customer must satisfy itself that: (i) the Services are appropriate for its purposes, taking into account the nature of the Customer Data; and (ii) the technical and organizational requirements applicable to Paser under EU Data Protection Laws are satisfied by Security Measures described below in this agreement.

ii. End Users. Customer is responsible for use of the Services by its End Users. Customer will obtain and maintain from End Users any consents necessary to allow Administrators to engage in the activities described in the Agreement and to allow Paser to deliver the Services.

iii. Customer Actions. Customer will not take any action that would cause Paser to violate EU Data Protection Laws, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, or any other applicable anti-bribery, anti-corruption, or anti-money laundering law.

iv. HIPAA. Customer will not store, transmit or otherwise process any information via the Services that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051) unless Customer and Paser separately enter into a HIPAA Business Associate Agreement.

e. Third-Party Apps and Integrations. If Customer uses any third-party service or applications, such as a service that uses a Paser API, with the Services: (a) Paser will not be responsible for any act or omission of the third-party, including the third-party’s access to or use of Customer Data; and (b) Paser does not warrant or support any service provided by the third-party. Customer will comply with any Paser API limits associated with the Services purchased by Customer.

3. Customer Data

a. Customer Data Limitations. Paser and its Subcontractors will only access, use, store, and transfer Customer Data to deliver the Services and to fulfill Paser’s obligations in the Agreement. Any Paser personnel who have access to Customer Data will be bound by appropriate confidentiality obligations.

b. Security Measures. Paser will use industry-standard technical and organizational security measures to transfer, store, and Process Customer Data that, at a minimum, will comply with the Security Measures. Paser may update the Security Measures from time to time.

i. Paser Architecture. Paser’s Services are designed with multiple layers of protection, covering data transfer, encryption, network configuration and application-level controls that are distributed across a scalable, secure infrastructure. End Users of the Services can access data at any time from the web and mobile clients. All of these clients connect to secure services to provide access to data and update linked devices when data are added, changed or deleted. Services can be utilized and accessed through a number of interfaces. Each has security settings and features that process and protect user data while ensuring ease of access.

ii. Encryption. To protect Stored Data in transit between Paser and Customer, Paser uses Transport Layer Security (TLS) for data transfer, creating a secure tunnel protected by 128-bit or higher Advanced Encryption Standard (AES) encryption, or other ciphers with at least equivalent key strength. File data at rest is encrypted using 256-bit AES encryption, or cipher with at least equivalent key strength. Paser’s key management infrastructure is designed with operational, technical and procedural security controls with very limited direct access to keys. Encryption key generation, exchange, and storage are distributed for decentralized processing.

iii. Network Security. Paser maintains network security and monitoring techniques that are designed to provide multiple layers of protection and defense. Paser employs industry-standard protection techniques, including firewalls, network security monitoring, and intrusion detection systems to ensure only eligible traffic is able to reach Paser’s infrastructure.

iv. Reliability. The Services are developed with multiple layers of redundancy to guard against data loss and ensure availability.

v. Continued Evaluation. Paser will conduct periodic reviews of its information security policies and procedures as measured against industry security standards and will continually evaluate whether additional or different security measure is required to respond to new security risks or findings generated by periodic reviews.

c. Third-Party Requests.

i. Customer Responsibility. Customer is responsible for responding to Third-Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third-Party Requests and will contact Paser only if it cannot comply with the Third-Party Request despite diligent efforts.

ii. Paser Responsibility. If Paser receives a Third-Party Request, Paser will make commercially reasonable efforts, to the extent allowed by law and by the terms of the Third-Party Request, to: (i) promptly notify Customer of Paser's receipt of a Third-Party Request; and (ii) comply with Customer's commercially reasonable requests regarding its efforts to oppose a Third-Party Request. If Paser is prohibited from notifying Customer of a Third-Party Request or Customer fails to promptly respond to any Third-Party Request, then Paser may, but will not be obligated to do so, to the extent permitted by applicable law.

d. Customer Data Sharing. The Services may enable End Users to share Customer Data, including to other Customer End Users and to third parties. Recipients of shared Customer Data may access, view, download, and share this Customer Data, including in and through their own Services accounts. Customer understands: (a) it is solely Customer's, and its End Users', choice to share Customer Data; (b) Paser cannot control third parties with whom Customer has shared Customer Data; and (c) Customer and its End Users are solely responsible for their use of the Services, including any sharing of Customer Data through the Services.

4. Data Transfers

a. Data Transfer. Customer agrees that Paser and its Subcontractors may transfer Customer Data to and access, use, and store Customer Data in locations other than Customer's country

b. Data Processing Agreement. To the extent Customer Data is subject to EU Data Protection Laws and is processed by Paser on Customer's behalf, Customer and Paser agree to the Data Processing Agreement. The Data Processing Agreement applies only to the Services and does not apply to Beta Services.

5. Payment

a. Fees. The Fee will remain fixed during the Subscription Term unless Customer: (i) exceed limits applicable to Service, (ii) upgrade Service, (iii) subscribe to additional features or products, or (iv) unless otherwise agreed to. Customer will pay Paser all applicable Fees for the Services according to the price list indicated on the Paser's web-site by the link https://paser.io/en/pricing, in the currency and pursuant to the payment terms indicated on the Invoice, or in the applicable agreement between Customer and Customer’s reseller.

b. Payment by credit card. If Customer is paying by credit card, Customer authorizes Paser to charge Customer’s credit card or bank account for all fees payable during the Subscription Term. Customer further authorizes Paser to use a third party to process payments, and consent to the disclosure of Customers’ payment information to such a third party.

c. Payment against invoice. If Customer is paying by invoice, Paser will invoice Customer no more than twenty (20) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Invoice.

d. Payment information. Customer will keep his contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.

e. Taxes. Fees are exclusive of taxes and Customer is responsible for all Taxes. Paser will charge Taxes when required to do so. If Customer provides Paser with a valid exemption certificate, Paser will not collect the taxes covered by that certificate.

f. Withholding Taxes. Customer will pay Paser net of any applicable Withholding Taxes. Customer and Paser will work together to avoid any Withholding Tax if exemptions, or a reduced treaty withholding rate, are available.

g. Auto-renewals. If the Customer's account is set to auto-renewal and the Customer has already provided a method of payment to Paser for the Services, Paser (or the Customer's reseller) may charge automatically for the renewal, unless the Customer notifies Paser (or the Customer's reseller, as applicable) that the Customer wants to cancel or disable auto-renewal. Paser may revise Services rates by providing the Customer at least thirty (30) days' notice prior to the next charge.

6. Suspension

a. Customer Account by Paser. If Customer: (a) violates the Agreement; or (b) uses the Services in a manner that Paser reasonably believes will cause its liability, then Paser may suspend or terminate the applicable Customer account.

b. Security Emergencies. Notwithstanding anything in the Agreement, if there is a Security Emergency, Paser may automatically suspend the use of the Services. Paser will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency.

7. Intellectual Property Rights

a. Reservation of Rights. Except as expressly set forth herein, the Agreement does not grant (a) Paser any Intellectual Property Rights in Customer Data; or (b) Customer any Intellectual Property Rights in the Services or Paser trademarks and brand features.

b. Limited Permission. Customer grants Paser only the limited rights that are reasonably necessary for Paser to deliver the Services. This limited permission also extends to Subcontractors or Sub-processors.

c. Suggestions. Paser may use, modify, and incorporate into its products and services, license and sublicense, any feedback, comments, or suggestions on the Services that Customer or End Users may send Paser or post in Paser's forums without any obligation to Customer.

8. Term

a. Agreement Term. Paser will deliver the Services to Customer for the Service Term.

b. Automatic Renewals. Unless otherwise specified in the Invoice, following the Initial Services Term or a Renewal Term, the subscription to the Services will automatically renew for a Renewal Term, unless either Party gives the other written notice of termination at least twenty (20) days prior to the expiration of the then-current Services term. If Customer has provided a payment method to Paser for recurring charges as provided in Section 5.g.

9. Termination

a. Generally. Either Party may terminate the Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days. Paser may terminate this Agreement and suspend Customer’s access to the Services if required to do so by law or for an egregious violation by Customer.

b. Effects of Termination. If the Agreement terminates: (a) except as set forth in this Section, the rights and licenses granted by Paser to Customer will cease immediately; (b) Customer may, prior to termination, request reasonable additional time to export its Stored Data, provided that Paser may charge Customer for this extended access based on Paser's then-current standard fees; and (c) Paser will delete any End User Accounts and Stored Data in Customer's account in a commercially reasonable period of time following receipt of an Administrator's request to do so prior to termination of the Services. Paser may make instructions available to Customer regarding how to submit the Administrator request described in clause (c) of the previous sentence and Customer is responsible for following these instructions to initiate a deletion.

c. Survival. The following sections will survive expiration or termination of the Agreement: 3.c (Third-Party Requests), 5 (Payment), 7 (Intellectual Property Rights), 9.b (Effects of Termination), 9.c (Survival), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 14 (Miscellaneous). Notwithstanding the foregoing, Section 3.3 (Third-Party Requests) shall not survive termination if Paser has exercised a right to terminate the Agreement.

10. Indemnification

a. By Customer. Customer will indemnify, defend, and hold harmless Paser from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Paser and its Affiliates regarding: (a) Customer Data; or (b) Customer's, or Customer's End Users', use of the Services in violation of the Agreement.

b. By Paser. Paser will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any Claim against Customer to the extent based on an allegation that Paser's technology used to deliver the Services to the Customer infringes or misappropriates any copyright, trade secret, patent, or trademark right of the third party. In no event will Paser have any obligations or liability under this section arising from (a) use of any Services in a modified form or in combination with materials not furnished by Paser; and (b) any content, information, or data provided by Customer, End Users, or other third parties.

c. Possible Infringement. If Paser believes the Services or Software infringe or may be alleged to infringe a third party's Intellectual Property Rights, then Paser may: (a) obtain the right for Customer, at Paser's expense, to continue using the Services or Software; (b) provide a non-infringing functionally equivalent replacement, or (c) modify the Services or Software so that they no longer infringe. If Paser does not believe the options described in this section are commercially reasonable, then Paser may suspend or terminate Customer's use of the affected Services or Software, with a pro-rata refund of prepaid fees for the Services or Software.

d. General. The Party seeking indemnification will promptly notify the other Party of the claim and cooperate with the other Party in defending the claim. The indemnifying Party will have full control and authority over the defense, except that: (a) any settlement requiring the Party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (b) the other Party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE PASER AND CUSTOMER'S ONLY REMEDY UNDER THE AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

11. Disclaimers

a. Generally. THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, NEITHER CUSTOMER NOR PASER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. CUSTOMER IS RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES.

APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.

PASER FREE SUBSCRIPTIONS, INCLUDING APIs, ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. Free Subscriptions. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Free Subscriptions in its sole discretion; (b) Free Subscriptions have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) PASER WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH FREE SUBSCRIPTIONS - USE AT YOUR OWN RISK.

c. Beta Services.

i. Use In Customer's Discretion. Despite anything to the contrary in the Agreement: (a) Customer may choose to use Beta Services in its sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Services; (d) Beta Services have not been subjected to the same Security Measures and auditing to which the Services have been subjected; and (e) PASER WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

ii. Confidential. Beta Services are confidential until officially launched by Paser. Customer will take reasonable measures to keep information regarding the Beta Services confidential, including at least those measures Customer takes to protect its own confidential information of a similar nature. Customer will not disclose information regarding Beta Services to any third parties and will keep new features and functionality confidential until officially launched by Paser. Customer may disclose information regarding Beta Services to the extent required by law or regulation if Customer gives Paser reasonable advance written notice, to the extent permitted, so Paser can seek to prevent or limit the disclosure.

d. Feedback. Paser offers Beta Services and/or Free Subscriptions in order to get user feedback. In exchange for such Services, Customer Agrees that Paser may contact Customer and its End Users to obtain feedback regarding Services. Customer agrees to: (i) and hereby does, assign to Paser all right, title, and interest in any feedback; and (ii) provide Paser any reasonable assistance necessary to document and maintain Paser's rights in the feedback. This feedback may include oral or written comments, suggestions, error reports, and analysis.

12. Limitation of Liability

a. Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR PASER OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS, NEITHER CUSTOMER NOR PASER AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL BE LIABLE UNDER THE AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

b. Limitation on Amount of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, PASER'S AGGREGATE LIABILITY UNDER THE AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO PASER HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13. Disputes

a. Informal Resolution. Before filing a claim, each Party agrees to try to resolve the dispute by contacting the other Party through the notice procedures in Section 14.f. If a dispute is not resolved within thirty days of notice, Customer or Paser may bring a formal proceeding.

b. NO CLASS ACTIONS. Customer may only resolve disputes with Paser on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.

14. Miscellaneous

a. Terms Modification. Paser may revise this Agreement from time to time and the most current version will always be posted on the Paser website. If a revision, in Paser's sole discretion, is material, Paser will notify Customer (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Paser's blog or terms page, and Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may terminate the Services within thirty days of receiving notice of the change.

b. Entire Agreement. The Agreement supersedes any prior agreements or understandings between the Parties and constitutes the entire agreement between the Parties related to this subject matter. All attachments to this Agreement, the Data Processing Agreement, and Invoices executed by the Parties are hereby incorporated into the Agreement by this reference.

c. Interpretation of Conflicting Terms. If there is a conflict between the documents that make up the Agreement, the documents will control in the following order: the invoice, the Services Addenda, the Agreement. The terms and conditions of the Agreement will be considered the confidential information of Paser, and Customer will not disclose the information to any third parties. Customer agrees that any terms and conditions on a Customer purchase order will not apply to the Agreement and are null and void. If End Users are required to click through terms of service in order to use the Services, those click-through terms are subordinate to this Agreement and the Agreement will control if there is a conflict.

d. Governing Law. The agreement will be governed by the law of the country where Paser was incorporated.

e. Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.

f. Notice. Notices must be sent via email, first-class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to Paser must be sent to Paser Legal at legal@paser.io, with a copy to Paser, LLC., “24a Maksymovycha str. office 1. Kyiv, 03022, Ukraine”

g. Waiver. A waiver of any default is not a waiver of any subsequent default.

h. Assignment. Customer may not assign or transfer the Agreement or any rights or obligations under the Agreement without the written consent of Paser, except that Customer may assign the Agreement to the surviving entity in connection with a merger, acquisition, or sale of all or substantially all of its assets by providing written notice to Paser. Paser may not assign the Agreement without providing notice to Customer, except Paser may assign the Agreement or any rights or obligations under the Agreement to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

i. No Agency. Paser and Customer are not legal partners or agents but are independent contractors.

j. Subcontracting. Paser will remain liable for all acts or omissions of its Subcontractors or Sub-processors, and for any subcontracted obligations.

k. Force Majeure. Except for payment obligations, neither Paser nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, an act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

i. No Third-Party Beneficiaries. There are no third-party beneficiaries to the Agreement. Without limiting this section, a Customer's End Users are not third-party beneficiaries to Customer's rights under the Agreement.

15. Definitions

a. "Account Data" means the account and contact information submitted to the Services by Customer or End Users.

b. "Administrator" means a Customer-designated technical End User who administers the Services to End Users on Customer's behalf, through multiple tiers.

c. "Admin Account" means an administrative account provided to Customer by Paser for the purpose of administering the Services.

d. "Affiliate" means any entity that controls, is controlled by or is under common control with a Party, where "control" means the ability to direct the management and policies of an entity.

e. "Agreement" means, collectively, this Agreement, each applicable Invoice, the Data Processing Agreement and, if applicable, the HIPAA Business Associate Agreement and any Services Addenda entered into by the Parties.

f. “API” means Application Programing interface

e. "Beta Services" means services or features identified as alpha, beta, preview, early access, or evaluation or words or phrases with similar meanings.

h. "Claim" means a claim by a third party, including a regulatory penalty.

i. "Customer Data" means Stored Data, Account Data, and messages, comments, structured data, images, and other content submitted to the Services by Customer or End Users.

j. "Data Processing Agreement" means the agreement with Paser related to compliance with EU Data Protection Laws set forth at the following link www.paser.io/dpa or another link that Paser may provide.

k. "Effective Date" means the date this Agreement is last signed or accepted by a Party.

l. "End Users" means users of Customer's Services account.

m. "End User Account" means a Paser hosted account established by Customer through the Services for an End User.

n. "EU Data Protection Laws" means, to the extent in force and applicable from time to time, those laws implementing the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

o. "EU-US Privacy Shield Program" means the EU-U.S. Privacy Shield Program framework and its principles as set forth by the US Department of Commerce and the European Commission regarding the collection, use, and retention of personal data from EU member states.

p. "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

q. "Fees" means the amounts invoiced to Customer by Paser for the Services.

r. "HIPAA Business Associate Agreement" means an agreement between Customer and Paser detailing each Party's obligations regarding "Protected Health Information" under the HIPAA Privacy Rule (45 C.F.R. Section 164.051).

s. "Initial Services Term" means the term for the applicable Services beginning on the Provisioning Date and continuing for the duration set forth in the Invoice.

t. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

u. "Invoice" means the ordering document, or order page, for the Services.

v. "Personal Data, "Process," and "Processing" have the meaning given to those terms in the EU Data Protection Laws.

w. "Provisioning Date" is the date upon which Paser makes the Services available to Customer.

x. "Renewal Term" means, unless otherwise agreed to in writing by the Parties, the twelve-month renewal term following either the Initial Services Term, or a previous Renewal Term. Renewal Terms are set forth in the Invoice.

y. "Security Emergency" means: (i) use of the Services that do or could disrupt the Services, other customers' use of the Services, or the infrastructure used to deliver the Services; or (ii) unauthorized third-party access to the Services.

z. "Services" means the services ordered by Customer in the Invoice or used by Customers. The Services are described at https://paser.io/pricing or another link that Paser may provide.

aa. "Services Term" means the Initial Services Term and all Renewal Terms for the applicable Services.

bb. "Service Limits" means rate, storage, End User or other limits on Customer’s use of the Services.

cc. "Software" means the client software provided as part of the Services, either directly by Paser or through third-party distribution channels such as app stores.

dd. "Stored Data" means the files uploaded to the Services using the Software by Customer or End Users.

ee. "Subcontractor" means an entity to whom Paser subcontracts any of its obligations under the Agreement.

ff. "Sub-processor" means an entity who agrees to Process Customer Data on Paser's behalf, or on behalf of another Paser sub-processor, in order to deliver the Services.

gg. “Subscription Term” means the term of Service for which Customer pays Paser a Fee.

hh. "Taxes" means any sales, use, value-added, goods and services, consumption, excise, local stamp, or other tax, (including but not limited to ISS, CIDE, PIS, CONFINS), duty or other charge of any kind or nature excluding tax that is based on Paser's net income, associated with the Services or Software, including any related penalties or interest.

ii. "Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of all applicable Services Terms; or (ii) the Agreement is terminated as set forth herein.

jj. “Third-Party Request" means a request from a third-party for records relating to an End User's use of the Services including information in or from an End User Account, or from Customer's Services account. Third-Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users, or an End User's authorized representative, permitting a disclosure.

kk. "Withholding Taxes" mean any income taxes that are imposed on Paser or Customer's reseller in which Customer is required by law to withhold or deduct on the payment to Paser or Customer's reseller.